Exhibit 10.7


 


SIXTH AMENDMENT TO
AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT


 


THIS
SIXTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT,
dated as of June 18, 2004 (this “Amendment”), is entered into among AMPHENOL FUNDING CORP., a Delaware
corporation (the “Seller”), AMPHENOL
CORPORATION, a Delaware corporation (“Amphenol”), FAIRWAY FINANCE COMPANY, LLC (as successor
to Pooled Accounts Receivable Capital Corporation), a Delaware limited
liability company (the “Purchaser”), and HARRIS NESBITT CORP. (formerly, Nesbitt Burns Securities,
Inc.), a Delaware corporation, as the agent for the Purchaser (in such
capacity, the “Agent”).


 


RECITALS:


 


WHEREAS,
the Seller, Amphenol, the Purchaser and the Agent are parties to the Amended
and Restated Receivables Purchase Agreement dated as of May 19, 1997 (as
amended through the date hereof, the “Agreement”); and


 


WHEREAS, the parties
hereto desire to further amend the Agreement as hereinafter set forth.


 


NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


1.             Defined Terms.  Capitalized terms used but not defined
herein have the meaning set forth in the Agreement and Appendix A thereto. In
addition, the following terms have the following respective meanings:


 


2.             Amendment.  Section 1.05(a) of the Agreement is
hereby amended and restated in its entirety as follows:


 


(a) The “Commitment Termination Date”
shall be the earlier of (i) July 16, 2004 (as may be extended, the “Scheduled
Commitment Termination Date”) and (ii) the date of termination of the
Commitment pursuant to Section 1.06 or Section 9.02.


 


3.             Representations and Warranties.
Each of the Seller (as to itself) and Amphenol (as to itself and with respect
to each other Originator) hereby represents and warrants to the Purchaser and
the Agent as follows:


 


(a)           Representations
and Warranties. The representations and warranties contained in Sections
6.01 and 6.02 of the Agreement are true and correct as of the date
hereof.


 


(b)           Enforceability.
The execution and delivery by it of this Amendment, and the performance of its
obligations under this Amendment and the Agreement, as amended hereby, are
within its corporate powers and have been duly authorized by all necessary
corporate action on its part. The Agreement (as amended hereby) is its valid
and legally binding


 

















 


obligations, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors’ rights generally and by
general principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law.


 


(c)           No Default.
Both before and immediately after giving effect to this Amendment and the
transactions contemplated hereby, no Termination Event or Unmatured Termination
Event exists or shall exist.


 


4.             Effect of Amendment. All
provisions of the Agreement, as expressly amended and modified by this
Amendment, shall remain in full force and effect. After this Amendment becomes
effective, all references in the Agreement (or in any other Transaction
Document) to “this Agreement,” “hereof,” “herein” or words of similar effect
referring to the Agreement shall be deemed to be references to the Agreement as
amended by this Amendment. This Amendment shall not be deemed, either expressly
or impliedly, to waive, amend or supplement any provision of the Agreement
other than as set forth herein.


 


5.             Effectiveness. This Amendment
shall become effective as of the date hereof upon receipt by the Agent of an
original of this Amendment duly executed and delivered by each of the parties
hereto in form and substance satisfactory to the Agent in its reasonable
discretion.


 


6.             Counterparts. This Amendment
may be executed in any number of counterparts and by different parties on
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute but one and the same
instrument.


 


7.             Governing Law. This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York.


 


8.             Section Headings. The
various headings of this Amendment are included for convenience only and shall
not affect the meaning or interpretation of this Amendment, the Agreement or
any provision hereof or thereof.


 


[signature pages follow]


 


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IN WITNESS WHEREOF,
the parties have executed this Amendment as of the date first written above.


 


	
   

  	
  AMPHENOL FUNDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


	
   

  	
  AMPHENOL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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  FAIRWAY FINANCE
  COMPANY, LLC,

  
	
   

  	
  as Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


	
   

  	
  HARRIS NESBITT CORP.,
  as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


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